Aedifica SA — Proxy Solicitation & Information Statement 2026

May 12, 2026

aedifica housing with care

PROXY

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF 12 JUNE 2026

Subject to certain exceptions, this document and the information contained herein is not for general release, publication, distribution or disclosure otherwise, whether directly or indirectly, in whole or in part, in or into the United States or any other state or jurisdiction where to do so would constitute a violation of the laws of that jurisdiction or would require additional documents to be completed or registered, or require any measure to be undertaken in addition to the requirements under Belgian law.

By voting in favour of the Merger you acknowledge and agree that you are aware that the New Shares issuable to you (a) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state or other jurisdiction of the United States and are being offered and sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, (b) will be "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act, and (c) in the future may not be offered or sold, directly or indirectly, in the United States, other pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. There will be no public offering of the New Shares in the United States and the New Shares have not been and will not be listed on a U.S. securities exchange or quoted on any inter-dealer quotation system in the United States and Aedifica does not intend to take any action to facilitate a market for the New Shares in the United States.

(A copy of) this duly completed, dated and signed proxy form must be received by the Company on 6 June 2026 at the latest:

• by ordinary letter (to Belliardstraat / rue Belliard 40 box 11, 1040 Brussels) or
• by e-mail (to shareholders@aedifica.eu)

In addition, shareholders may also use an electronic proxy by using the ABN AMRO platform (www.abnamro.com/evoting) where the shareholder can issue a proxy with voting instructions to the Company. The electronic proxy has to be received by ABN AMRO Bank N.V./S.A. on 6 June 2026 at the latest.

Proxy forms received late or failing to comply with the required formalities will be rejected.

The undersigned (the "Principal"),

Legal entity:

Corporate name and legal form:
Seat:
Company number:
Validity represented by¹:	1.

¹ In case of signature on behalf of a legal entity, please specify name, first name and title of natural person(s) and provide supporting documentation confirming representation powers. In the absence thereof, the undersigned declares and certifies to Aedifica NV/SA to have the necessary power of attorney to sign this form on behalf of the shareholder.

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	2.

Natural person:

Name and first name:
Address:

Owner of __ registered shares (in full property / in usufruct / in bare property)² and __ dematerialised shares (in full property / in usufruct / in bare property)³ of the limited liability company “AEDIFICA”, a public regulated real estate company under Belgian law, with office at 1040 Brussels, Belliardstraat / rue Belliard 40 box 11, RLE Brussels 0877.248.501 (hereafter, “Aedifica” or the “Company”), appoints hereby as special proxy holder with right of substitution:

Name and first name: ____

Address: ____

(Please note that in case you appoint a member of the Board of Directors/Executive Committee of “AEDIFICA”, or any employee or other person that is related to “AEDIFICA” as special proxy holder, that person will be deemed, on the basis of the law, to have a conflict of interest for the exercise of the voting right and shall therefore only be allowed to vote when having been provided with specific voting instructions for each agenda item.)

to whom the Principal grants all powers to represent the latter at the Extraordinary General Meeting of shareholders of “AEDIFICA”, to be held at 1040 Brussels, Belliardstraat / rue Belliard 40 box 11, Belgium, on 12 June 2026 at 9:30 CEST and to vote on the Principal’s behalf in accordance with the voting intentions indicated below.

In order to be admitted to the General Meeting, the proxy holders need to provide proof of their identity, and the representatives or special proxy holders of legal entities must attach to the present proxy form the supporting documents establishing their power of representation, or submit such documents at the latest directly prior to the start of the meeting. In the absence thereof, the undersigned declares and certifies to Aedifica NV to have the necessary power of attorney to sign this form on behalf of the shareholder.

The proxy holder is expressly permitted to:

• attend the Extraordinary General Meeting;
• to constitute and compose the bureau of the General Meeting;
• to participate in the deliberations and to vote on each proposal on the agenda;
• to that end, to sign all items, minutes, attendance lists and other documents, to subdelegate powers and in general to take all useful or necessary steps.

If no voting intention has been expressed, the proxy holder shall vote in favour of the resolution, or in case the Principal has deleted the foregoing phrase (“the proxy holder shall vote in favour of the resolution”), the proxy

² Delete as appropriate.
³ Delete as appropriate.

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holder shall vote in the best interests of the shareholder, based on the deliberations. In case of a potential conflict of interest in the meaning of Article 7:143, §4 of the Code of companies and associations, the proxy holder shall only be allowed to vote when having been provided with specific voting instructions for each agenda item.

In case new items or proposals for resolution are put on the agenda pursuant to article 7:130 of the Belgian Code of Companies and Associations (for more detailed information in this regard, please refer to the Company's website (https://aedifica.eu/exchange-offer/), the Company will make available an updated proxy form on its website no later than 28 May 2026. In such case, the Company strongly recommends using the updated proxy form. If a proxy was provided to the Company with respect to the initial agenda and no updated proxy form would be received (in time) by the Company for the amended agenda, the following rules will apply:

• the proxies which have been validly notified to the Company before the publication of the revised agenda, remain valid for the agenda items for which they were given.
• in case the revised agenda includes one or more new proposed resolutions for items that were initially mentioned on the agenda, the proxy holder can deviate from the instructions given by the Principal if the execution of such instructions would damage the latter's interests. In that case, the proxy holder must inform the Principal thereof.
• if the revised agenda includes one or more new items (that were not mentioned in the initial agenda), the Principal must indicate in the (initial) proxy form whether or not the proxy holder is authorized to vote on these new items or whether he/she should abstain (by ticking the appropriate box below):

☐ the Principal gives instruction to the proxy holder to refrain from voting on the new items and the attendant proposed resolutions that would be included in the agenda of the General Meeting;

☐ the Principal authorizes the proxy holder to vote on the new items and attendant proposed resolutions that would be included in the agenda of the General Meeting, as deemed appropriate, taking into account the Principal's interests.

If the Principal has not ticked either of these boxes or if the Principal has checked both boxes, the proxy holder must abstain from voting on the new agenda items and the attendant proposed resolutions that would be included in the agenda of the General Meeting.

This proxy is also valid for any other General Meeting that might be convened with the same agenda. However, this only applies in so far as the Principal has complied in due time with the required participation and voting formalities for subsequent meetings.

In that context, it is specified that this proxy is therefore also valid for the second extraordinary General Meeting to be held at a time and in a place that will be communicated in due time, with the same agenda, in the event that the required attendance quorum is not reached at the Extraordinary General Meeting of 12 June 2026, and provided that the required formalities to participate and vote are fulfilled in time.

The proxy holder shall exercise the voting right of the Principal as follows (see agenda as published on the website https://aedifica.eu/exchange-offer):

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1. Acknowledgment of the joint merger proposal prepared pursuant to articles 12:2 juncto 12:24 of the Belgian Code of Companies and Associations, the Board of Directors' Report prepared pursuant to article 12:25 BCCA and the Auditor's Report prepared pursuant to article 12:26 BCCA	NO VOTE REQUIRED
2. Notice of any significant changes that have occurred in the assets and liabilities of the Company's capital between the date of the Merger Proposal and the date of the Extraordinary General Meeting, in accordance with Section 12:27 BCCA.	NO VOTE REQUIRED
3. Approval of the merger proposal and consequently the merger in accordance with the terms and conditions set out in the proposal of resolution included in the agenda.	YES	NO	ABSTAIN
4. Approval to increase the capital in accordance with the terms and conditions set out in the proposal of resolution included in the agenda.	YES	NO	ABSTAIN
5. Approval to amend the Articles of Association as set out in the proposal of resolution included in the agenda.	YES	NO	ABSTAIN
6. Approval of the remuneration of the Statutory Auditor	YES	NO	ABSTAIN
7. Approval to grant all powers to implement the foregoing decisions, as set out in the proposal of resolution included in the agenda.	YES	NO	ABSTAIN

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Done at , on 2026.

For the Principal,

Signed⁴

Name

Name

⁴ Signature to be preceded by the handwritten text “good for proxy”.